Robcor closes $20 million stock sale for merger; Ascent Solar completes $9.23 million offering

By Sheri Kasprzak

New York, March 13 - As the U.S. stock markets took another substantial dive Tuesday, PIPE volume continued to lag.

"We thought we were out of the woods for a little while," said one sellside market source. "Looks like things are still getting pushed back because of the stock market though."

On Tuesday, the Dow Jones Industrial Average gave up 242.66 to close at 12,075.96 and the Nasdaq composite index slipped 51.72 to end at 2,350.57. The Standard & Poor's 500 composite index fell 28.65 to settle at 1,377.95.

The slim offerings announced Tuesday were led by a $20 million deal from Robcor Properties, Inc. linked to that company's acquisition of Redpoint Bio Corp.

A market source noted that with market conditions being the way they are right now, the majority of deals conducted are likely to come from merger agreements.

"You have to do what you have to do in order to get these transactions done," he pointed out.

News of the placement and the acquisition sent Robcor's stock down 42.86% on Tuesday, or $1.50, to end at $2.00 (OTCBB: RBCR). The volume of shares traded Tuesday climbed to 6,000 shares, compared with the average 21.6667 shares.

Robcor issued 24,691,358 shares at $0.81 each in the offering. The share price is a 76.8% discount to the company's $3.50 closing stock price on Monday.

The investors also received warrants for 6.2 million shares, exercisable at $0.35 each.

Under the merger terms, Robcor issued 35.1 million shares to the stockholders of Redpoint. Redpoint will now be a wholly owned subsidiary of Robcor.

National Securities Corp. and Brean Murray, Carret & Co., LLC were the placement agents.

Proceeds from the placement will be used for Redpoint's research and development and for working capital.

Redpoint Bio is a development-stage biotechnology company using advanced technology to discover and develop novel taste enhancers for the food, beverage and pharmaceutical industries.

Ascent raises $9.23 million

In other PIPE news Tuesday, Ascent Solar Technologies, Inc. settled a private placement of stock for $9.236 million.

The company sold 1.6 million shares at $5.7725 each to Norsk Hydro Produksjon AS, a subsidiary of Norsk Hydro ASA.

The price per share is a 25% premium to the average of the company's closing bid prices for the five consecutive trading days ended March 12.

The investor received class A and class B warrants for up to 12% of the shares issued in the offering, subject to shareholder approval. The terms of the warrants were unavailable Tuesday.

The company's stock gave up 7 cents on Tuesday to close at $4.6499 (Nasdaq: ASTI) and gained 34.41% in after-hours trading.

"Our stated vision has been to see the day when building integrated photovoltaics will become pervasive and commonplace in the everyday lives of people throughout the world," said Ascent chief executive officer Matthew Foster in a news release.

"There is no better opportunity than to work with one of the world's leading energy and building systems producers with operations in nearly forty countries to bring this vision to a reality. We are humbled and excited by the opportunity to make it happen with the Hydro team."

"Ascent Solar's flexible thin film is very exciting," said Jorgen Arentz Rostrup, head of Hydro's market activities, in a statement. "Not only due to the low weight that makes the solar cells easy to transport, install and maintain, but also because flexible solar cells have a large number of potential applications in the future.

It's our ambition to enhance our activities within solar and building systems. Ascent Solar is among the leading companies in thin film. We are therefore looking for opportunities to develop integrated building solutions together with Ascent Solar."

Located in Littleton, Colo., Ascent develops thin-film photovoltaic materials.

ViaSpace closes deal

In other technology news, ViaSpace Inc. concluded a $3.69 million private placement with Cornell Capital Partners, LP.

Cornell purchased 5.175 million class A units and 600,000 class B units.

The class A units include 2.2609 shares and a warrant for one common share. The class A warrants are exercisable at $0.30 each.

The class B units include one share and one warrant. The class B warrants are exercisable at $0.40 each.

Both warrants expire in five years.

The exact price per unit was unavailable Tuesday.

ViaSpace's stock fell 3 cents, or 6.12%, to close at $0.46 (OTCBB: VSPC).

"We believe that a growing business like ViaSpace needs capital," said Carl Kukkonen, ViaSpace's CEO, in a statement.

"We are pleased that we have received institutional support for our strategy and vision and that we have eliminated debt from our balance sheet in favor of institutional ownership of our stock. Cornell's willingness to convert its debenture into a straight equity investment is a strong vote of confidence."

The offering total includes $2.7 million in convertible debentures that have been converted into common stock.

Based in Pasadena, Calif., ViaSpace develops technologies used by NASA and the U.S. Department of Defense.

Empire to raise $9.38 million

Finally, Empire Financial Holding Co. said it has secured $9,384,350 from a private placement of units comprised of convertible debentures, stock and warrants.

A group of institutional and individual investors has agreed to buy $8,445,916 in five-year debentures and $938,434 common shares for a total of 392,650 shares at $2.39 each.

The 6.5% debentures are convertible into 3,533,856 common shares at $2.39 each.

Conversion of the debentures may be forced if the company's stock trades above $7.50 for more than 20 consecutive trading days.

The investors also will receive warrants for 1,963,253 shares, exercisable at $2.62 each for five years.

Closing of the deal is contingent upon Empire paying off or converting $2 million in principal of convertible bridge notes issued between August and November 2006 with maturity dates between Feb. 17,. 2007 and May 17, 2007. The closing is also contingent upon investor EFH Partners, LLC extending the maturity of the notes issued Aug. 17, 2006 to a date no earlier than Feb. 15, 2008.

The stock gained 2 cents Tuesday to settle at $2.53 (Amex: EFH).

Based in Longwood, Fla., Empire is a securities brokerage company.

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